EXHIBIT 10.33


                               NINTH AMENDMENT TO
                AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT

      THIS NINTH AMENDMENT TO AMENDED AND RESTATED  WAREHOUSING CREDIT AGREEMENT
(the "Ninth  Amendment") is made and entered into as of the 21st day of October,
2004,  by and  among  (i) (a)  UNITED  FINANCIAL  MORTGAGE  CORP.,  an  Illinois
corporation  with its principal place of business located at 815 Commerce Drive,
Suite 100, Oak Brook, Illinois 60523 ("United"),  and (b) VISION MORTGAGE GROUP,
INC., a Wisconsin  corporation  with its principal place of business  located at
3910 N. Mulford Road,  Rockford,  Illinois 61114 ("Vision")  (collectively,  the
"Company"),  (ii)  (a)  NATIONAL  CITY  BANK OF  KENTUCKY,  a  national  banking
association  with a  place  of  business  located  at 101  South  Fifth  Street,
Louisville,  Kentucky  40202  ("National  City"),  (b) BANK ONE,  NA, a national
banking  association  with its principal  place of business  located in Chicago,
Illinois ("Bank One"),  (c) COMERICA BANK, a Michigan  banking  corporation with
its  principal  place of business  located at 500  Woodward  Avenue,  MC:  3256,
Detroit,  Michigan  48226  ("Comerica"),  (d)  COLONIAL  BANK,  N.A., a national
banking  association  with a principal place of business  located at 201 E. Pine
Street, Suite 730, Orlando,  Florida 32801 ("Colonial"),  and (e) HSBC BANK USA,
NATIONAL ASSOCIATION, a national banking association with its principal place of
business  at One HSBC  Center,  27th  Floor,  Buffalo,  New York 14203  ("HSBC")
(National  City,  Bank One,  Comerica,  Colonial and HSBC are each  individually
referred to as a "Bank" and  collectively  as the "Banks"),  and (iii)  NATIONAL
CITY BANK OF KENTUCKY, in its capacity as Agent for the Banks (in such capacity,
the "Agent").

      P R E L I M I N A R Y  S T A T E M E N T:

      A.  Pursuant to that  certain  Amended  and  Restated  Warehousing  Credit
Agreement dated as of August 1, 2003, among the Company, the Banks party thereto
and the Agent,  as heretofore  amended from time to time (the  "Existing  Credit
Agreement"),  the Agent and the Banks have  established  a  warehousing  line of
credit facility in favor of the Company in the current maximum  principal amount
of One Hundred Ten Million Dollars ($110,000,000.00) (the "Warehouse Line"), for
the purposes set forth therein.

      B. The  Company  has now  requested  that the Agent  and  Banks  amend the
Existing Credit Agreement in order to (i) extend the Maturity Date to August 28,
2005, (ii) modify certain pricing  provisions of the Existing Credit  Agreement,
(iii) modify certain covenants  contained in the Existing Credit Agreement,  and
(iv) provide for certain other modifications thereto.

      C. The Agent and the Banks are willing to and desire to amend the Existing
Credit Agreement in the manner  described  above,  upon the terms and conditions
set forth herein.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
and agreements set forth in the Existing  Credit  Agreement and herein,  and for
other good and valuable consideration, the mutuality, receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

      1. Each capitalized term used herein,  unless otherwise  expressly defined
herein, shall have the meaning set forth in the Existing Credit Agreement.

      2. The  following  definitions,  as contained in Article 1 of the Existing
Credit  Agreement,  are hereby amended and restated in their entirety to read as
follows:

            "ALT A Loan" shall mean a Conforming  Loan: (i) the entire  interest
of which is owned by the Company and which is secured by a Conforming  Mortgage;
(ii)  which is not an FHA Loan or VA Loan;  (iii)  which  has been  underwritten
using the underwriting criteria of (x) Fannie Mae's delegated underwriting,  (y)
FHLMC's loan  processor,  or (z) a contract  underwriter  of a national  private
mortgage  insurer being  eligible for sale to Approved  Investors as loans which
are commonly referred to in the secondary market as "ALT A" loans, as defined by
the  Agent;  and (v)  which  has a FICO  Score  equal  to or in  excess  of 620;
provided:  (a) no default has occurred and is continuing  on such Loan,  and (b)
such Loan is not an Aged Loan.

<PAGE>

      "Alternative  Lending  Advance  Sublimit"  shall  mean an amount  equal to
fifteen percent (15%) of the Total Warehouse Line Commitment;  subject, however,
to the further limitation that the aggregate outstanding principal amount of all
Subprime  Loans shall not exceed ten percent (10%) of the Total  Warehouse  Line
Commitment.

      "Alternative  Lending Loan" shall mean a Loan the entire interest of which
is owned by the  Company  and which is one of the  following:  (i) a HELOC Loan;
(ii) a Subprime Loan; or (iii) a Second Mortgage Loan; provided, however, (a) no
default has occurred and is continuing on such Loan, (b) such Loan is pledged as
Collateral  within  thirty  (30)  calendar  days  of  origination,  purchase  or
conversion,  (c) such Loan has no more than one (1)  principal/interest  payment
past due, (d) such Loan shall be subject to a Firm Commitment, and (e) such Loan
shall have a FICO Score equal to or in excess of 580.

            "Eligible  Collateral" shall mean,  collectively and as of any date,
the following:

            (a) Each Loan (i) which is a Dry Loan,  a Wet Loan,  a Jumbo Loan, a
Super Jumbo Loan, an ALT A Loan, an Extended  Period  Shipped Loan, a Repurchase
Loan, an Alternative  Lending Loan or an Aged Loan which has not been pledged as
Collateral for more than One Hundred Eighty (180) calendar days (calculated from
the date  upon  which the  Advance  relating  to such  Loan is made  hereunder),
without duplication, (ii) which constitutes Collateral, (iii) which has not been
under Trust Receipt in accordance  with the terms of the Security  Agreement for
more than the maximum number of days allowed under the Security Agreement,  (iv)
which has not been  shipped to an  Approved  Investor  for more than the maximum
number of days allowed by the Security  Agreement and no purchase  proceeds have
been  received  by the  Agent,  (v) in  respect  of which  the  representations,
warranties  and agreements  contained in this Credit  Agreement and the Security
Agreement are true and correct,  and (vi) which is subject to a Firm  Commitment
or Standby Commitment;

            (b) Repurchase Loan Receivables,  provided that each Repurchase Loan
meets the following conditions: (i) payments are more than ninety (90) days past
due when repurchased by the Company; (ii) no notice or other indication has been
given  by FHA or VA  challenging  the  obligation  of FHA or VA to pay the  full
amount due on any  insurance or guaranty  certificate  in  connection  with such
Repurchase  Loans (and in the  good-faith  estimation  of the  Company,  no such
challenge is forthcoming);  (iii) the Repurchase Loan does not have any payments
more than seven  hundred  twenty (720) days past due (unless the Company of such
Repurchase  Loan filed a voluntary  bankruptcy  petition  or had an  involuntary
bankruptcy  petition  filed  against it while the payments on such mortgage loan
were past due, in which case such seven hundred twenty (720) day period shall be
extended to one thousand eighty (1080) days);  (iv) each Repurchase Loan Advance
shall be due and payable no later than one hundred  eighty  (180) days after the
date of  Advance,  or  earlier  upon  receipt of  proceeds  from the sale of the
property,  sale of the mortgage or  settlement  of the claim with the  investor,
insurer  or  guarantor;  (v) not more than one  hundred  eighty  (180) days have
passed  since the  foreclosure  sale or  transfer  in lieu of  foreclosure  with
respect to the Repurchase Loan; (vi) not more than one hundred eighty (180) days
have passed since reinstatement of the Repurchase Loan; and (vii) the Repurchase
Loan shall not be a mortgage  loan  which in the good  faith  estimation  of the
Company is deemed to be a "no bid"  candidate  under the  current  VA  practice,
provided that such estimation by the Company may take into account the amount of
any buy down of the  principal  balance  of such  Repurchase  Loan which (i) has
actually  been made by the  Company,  or (ii) is  anticipated  to be made by the
Company,  provided  that the  amount of any such  anticipated  buy down shall be
deducted from the Collateral Value of such Repurchase Loan;

            (c) Pledged Servicing Rights; and


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<PAGE>

            (d) Each  Loan  (i) that is a  Discretionary  Loan  (as  defined  in
Section 9.20 hereof) without duplication,  (ii) that constitutes Collateral, and
(iii)  that is not  subject  to any lien or  security  interest  other than that
granted under the Credit Agreement and the Security Agreement.

            "HELOC  Loan" shall mean an  Alternative  Lending  Loan secured by a
Home Equity  Mortgage  which either (a) has a face amount not in excess of Three
Hundred Fifty Thousand Dollars  ($350,000.00) or (b) has a face amount in excess
of Three Hundred Fifty Thousand Dollars ($350,000.00) and is pre-approved by the
Agent in writing in its sole and absolute  discretion,  provided,  however,  the
aggregate  amount of such  pre-approved  Loans over Three Hundred Fifty Thousand
Dollars ($350,000.00) shall in no event exceed Two Million Five Hundred Thousand
Dollars  ($2,500,000.00),  the entire  interest of which is owned by the Company
and which is  subject to a Firm  Commitment,  provided  that (i) no default  has
occurred and is continuing on such Loan,  (ii) such Loan shall have a FICO score
equal to or in excess of the requirements of the applicable  Approved  Investor,
(iii) such Loan shall have a combined  loan-to-value ratio at origination of not
more than ninety-five percent (95%), and (iv) such Loan is not an Aged Loan.

            "Maturity Date" shall mean August 28, 2005;  provided that the Agent
and the Banks shall have the option, in their sole, absolute discretion,  either
one time or from time to time,  to extend the  Maturity  Date for an  additional
period not to exceed three  hundred  sixty four (364) days. If the Maturity Date
is extended,  the term "Maturity Date" shall mean the date of expiration of such
extension.

            "Subprime  Loan" shall mean an  Alternative  Lending  Loan:  (i) the
entire  interest  of which is owned by the  Company  and which is  secured  by a
Subprime\  Mortgage;  (ii) which is not an FHA or VA loan;  (iii) which does not
meet the underwriting criteria of any or all the Fannie Mae, FHLMC, or GNMA; and
(iv) which conforms to the underwriting criteria of Approved Investors for loans
which are "B" or "C" loans,  as defined by Agent;  provided:  (a) no default has
occurred and is continuing  on such Loan,  (b) such Loan shall have a FICO score
equal to or in excess of the requirements of the applicable  Approved  Investor,
(c) such Loan shall have a combined  loan-to-value  ratio at  origination of not
more than one hundred percent  (100%),  (d) such Loan shall be subject to a Firm
Commitment, (e) such Loan is not an Aged Loan, and (f) such Loan does not have a
face amount in excess of Three Hundred Fifty Thousand Dollars ($350,000.00).

            "Super Jumbo  Advance  Sublimit"  shall mean an amount equal to Five
Million Dollars ($5,000,000.00).

            "Swing  Note" shall mean the Amended and Restated  Swing  Promissory
Note dated as of October  21,  2004,  jointly and  severally  made by United and
Vision,  payable to the order of the Agent,  and in the face principal amount of
Twenty Million Dollars  ($20,000,000.00),  a form of which is attached hereto as
Exhibit E and made a part hereof by this reference,  as the same may be amended,
modified,  renewed,  replaced and/or restated from time to time, and which shall
evidence all Swing Advances.

            "Warehouse Notes" shall mean, collectively, (i) that certain Amended
and Restated  Warehouse  Promissory  Note dated as of October 21, 2004,  made by
United and Vision, jointly and severally, payable to the order of National City,
in the current principal amount of Thirty-Five Million Dollars ($35,000,000.00),
a form of which is attached hereto as Exhibit C-1 and made a part hereof by this
reference,  as the same may hereafter be amended,  modified,  renewed,  replaced
and/or  restated  from time to time,  (ii) that  certain  Amended  and  Restated
Warehouse  Promissory  Note dated as of  October  21,  2004,  made by United and
Vision, jointly and severally, payable to the order of Bank One, and in the face
principal  amount of Twenty-Five  Million  Dollars  ($25,000,000.00),  a form of
which  is  attached  hereto  as  Exhibit  C-2  and  made a part  hereof  by this
reference,  as the same may hereafter be amended,  modified,  renewed,  replaced
and/or  restated  from time to time,  (iii) that  certain  Amended and  Restated
Warehouse  Promissory  Note dated as of  October  21,  2004,  made by United and
Vision, jointly and severally, payable to the order of HSBC Bank USA, and in the
face principal  amount of Fifteen  Million Dollars  ($15,000,000.00),  a form of
which  is  attached  hereto  as  Exhibit  C-3  and  made a part  hereof  by this
reference,  as the same may hereafter be amended,  modified,  renewed,  replaced
and/or  restated  from time to time,  (iv) that  certain  Amended  and  Restated
Warehouse  Promissory  Note dated as of  October  21,  2004,  made by United and
Vision, jointly and severally, payable to the order of Comerica, and in the face
principal  amount of Ten Million  Dollars  ($10,000,000.00),  a form of which is
attached hereto as Exhibit C-4 and made a part hereof by this reference,  as the
same may hereafter be amended, modified,  renewed, replaced and/or restated from
time to time, (v) that certain  Amended and Restated  Warehouse  Promissory Note
dated as of October 21, 2004, made by United and Vision,  jointly and severally,
payable  to the  order  of  Colonial,  and  in  the  face  principal  amount  of
Twenty-Five Million Dollars ($25,000,000.00), a form of which is attached hereto
as  Exhibit  C-5 and  made a part  hereof  by this  reference,  as the  same may
hereafter be amended,  modified,  renewed, replaced and/or restated from time to
time,  and (vi) when  executed  and  delivered,  any such  additional  Warehouse
Promissory  Note,  made by the Company,  payable to the order of any  respective
Applicant Financial Institution as shall be added as a "Bank" hereunder,  and in
the face principal amount of such Applicant  Financial  Institution's  Warehouse
Line  Commitment,  substantially  in the form of the Warehouse  Promissory  Note
attached hereto as Exhibit C-1 (other than the amount thereof),  as the same may
thereafter be amended, modified,  renewed, replaced and/or restated from time to
time."


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<PAGE>

            "Working  Capital  Advance  Sublimit"  shall  mean the least of: (i)
sixty-five  percent (65%) of the appraised value of the Pledged Servicing Rights
as determined  pursuant to the most recent Appraisal of Pledged Servicing Rights
prepared  pursuant to Section  7.3(f)  hereof,  (ii) one percent  (1.00%) of the
unpaid  principal  balance of the residential  mortgages  related to the Pledged
Servicing   Rights,   or  (iii)  an  amount   equal  to  Ten   Million   Dollars
($10,000,000.00).

      3.  Article 1 of the  Existing  Credit  Agreement  is  further  amended by
amending the definition of "Collateral  Value" contained therein by deleting the
last paragraph thereof in its entirety.

      4. Article 1 of the Existing Credit Agreement is further amended by adding
the following definition to read in its entirety as follows:

            "FICO  Score"  shall mean the  credit  score  obtained  by using the
credit score methodology provided by Fair Isaac and Company.

      5. Section  2.2(a) of the Existing  Credit  Agreement is hereby amended by
amending   and   restating   the   reference   to   "Fifteen   Million   Dollars
($15,000,000.00)"  contained  therein to read in its entirety as "Twenty Million
Dollars ($20,000,000.00)".

      6. Section 2.8(a) of the Existing  Credit  Agreement is hereby amended and
restated in its entirety to read as follows:

            "(a) Applicable Rates of Interest.  Effective  October 1, 2004, each
Advance shall bear interest on the unpaid principal amount thereof from the date
made through  maturity  (whether by acceleration or otherwise).  The outstanding
principal  balance of the Swing Note and each Balance  Funded  Bank's  Warehouse
Note shall bear interest as follows:  (i) at the per annum rate equal to one and
one-quarter of one percent  (1.25%) (the "Balance Funded Rate") for that portion
of the Average  Monthly  Aggregate  Outstanding  Warehouse  Balance of a Balance
Funded Bank's Warehouse Note which does not exceed the Average Monthly Available
Deposits  maintained by the Company with such Balance  Funded Bank,  and (ii) at
the per  annum  rate  equal to LIBOR  plus one and  one-quarter  of one  percent
(1.25%) for that portion of the Average Monthly Aggregate  Outstanding Warehouse
Balance of a Balance  Funded  Bank's  Warehouse  Note which exceeds such Average
Monthly  Available  Deposits  maintained by the Company with such Balance Funded
Bank.  The  outstanding  principal  balance of each Warehouse Note for each Bank
which is not a Balance  Funded  Bank shall bear  interest  at the per annum rate
equal to LIBOR  plus one and  one-quarter  of one  percent  (1.25%)  (the  "Base
Rate")."


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<PAGE>

      7. Section 2.14(b) of the Existing Credit  Agreement is hereby amended and
restated in its entirety to read as follows:

            "(b) Usage Fee. Effective October 1, 2004, United and Vision jointly
and severally  agree to pay to the Agent and the Banks the following  usage fees
(the "Usage Fees"):  (i) a usage fee computed at the rate of one and one-quarter
of one percent  (1.25%) per annum times the  average  monthly  aggregate  unpaid
principal  balance for all Repurchase  Loan Advances and all Aged  Loan/Extended
Period Shipped Loan Advances,  (ii) a usage fee computed at the rate of one-half
of one  percent  (.50%) per annum  times the average  monthly  aggregate  unpaid
principal balance for all Subprime Loan Advances,  (iii) a usage fee computed at
the rate of  nine-tenths  of one  percent  (.90%)  per annum  times the  average
monthly  aggregate  unpaid  principal  balance  for  all  Working  Capital  Loan
Advances, and (iv) a usage fee computed at the rate of fifteen-hundredths of one
percent (.15%) per annum times the average monthly  aggregate  unpaid  principal
balance  for all  Alternative  Lending  Advances  which  are not  Subprime  Loan
Advances."

      8.  Sections  5.2 and 5.3 of the  Existing  Credit  Agreement  are  hereby
amended and restated in their entirety to read as follows:

            "5.2 Leverage  Ratio.  The ratio of Total  Indebtedness  to Adjusted
Tangible Net Worth shall -------------- not exceed 12.5 to 1.

            5.3 Minimum Adjusted  Tangible Net Worth. The Adjusted  Tangible Net
Worth of the Company shall at all times be greater than Twenty  Million  Dollars
($20,000,000.00).

      9. Section 7.1(u) of the Existing  Credit  Agreement is hereby amended and
restated in its entirety to read as follows:

            "(u) MERS.  During any time  during  which the  Company is using the
MERS System,  the Company shall (a) at all times,  maintain its status as a MERS
Member, (b) at all times, employ officers who have the authority,  pursuant to a
corporate  resolution from MERS, to execute  assignments of mortgage in the name
of MERS in the  event  deregistration  from  the MERS  System  is  necessary  or
desirable,  (c) at all times remain in full  compliance all terms and conditions
of membership in MERS,  including the MERSCORP,  Inc. "Rules of Membership" most
recently  promulgated  by  MERSCORP,  Inc.,  the "MERS  Procedures  Manual" most
recently  promulgated by MERS, and any and all other  guidelines or requirements
set forth by MERS or MERSCORP,  as each of the  foregoing  may be modified  from
time to time, including, but in no way limited to compliance with guidelines and
procedures set forth with respect to  technological  capabilities,  drafting and
recordation  of  mortgages,  registration  of  mortgages  on  the  MERS  System,
including  registration  of the  interest  of the  Agent  and the  Banks in such
mortgages and  membership  requirements,  (d) promptly,  upon the request of the
Agent,  execute and deliver to the Agent an  assignment  of mortgage,  in blank,
with respect to any MERS  Mortgage  that the Agent  determines  shall be removed
from  the  MERS  System,  (e) at all  times  maintain  the  Electronic  Tracking
Agreement in full force and effect, and (f) immediately  provide to Agent a copy
of any notice  received  from MERS or MERSCORP  pursuant to Section  4(a) of the
Electronic Tracking  Agreement.  The Company shall not de-register or attempt to
de-register  any mortgage  from the MERS System  unless the Company has complied
with the  requirements  set forth in the Electronic  Tracking  Agreement and the
requirements  hereof  and  the  Security  Agreement  relating  to a  release  of
Collateral."

      10.  Section 7.2 of the Existing  Credit  Agreement  is hereby  amended by
adding a new subsection (n) thereto to read in its entirety as follows:


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<PAGE>

            "(n) Mortgage Loan Early  Purchase and  Sale/Repurchase  Facilities.
The Company  shall not enter into any  agreement  providing  facilities  for the
early  purchase or the sale and  repurchase  of mortgage  loans and/or  mortgage
backed  securities  without  the prior  written  consent  of the Agent  thereto.
Notwithstanding  the  foregoing,  in the event the Agent consents to the Company
entering  into  agreements  for such  facilities,  at the Agent's  request,  the
Company covenants and agrees to execute and deliver an Inter-Creditor Agreement,
fully  executed  by all of the  Company's  then  current and  proposed  mortgage
warehouse  lenders  and  parties  to such  early  purchase  and  sale/repurchase
facilities,  substantially  in a form  prescribed by the Agent, on or before the
date of implementation of such facilities."

      11.  Section 9.20 of the Existing  Credit  Agreement is hereby amended and
restated in its entirety to read as follows:

            "9.20 Consent of Banks. Any amendment or modification of this Credit
Agreement or any other Loan Document,  or waiver of any term or provision hereof
or thereof,  shall require the affirmative  written consent of the Agent and the
Requisite Banks; provided,  notwithstanding anything herein to the contrary, the
following shall require the affirmative  written consent of the Agent and all of
the Banks:  (i) except as permitted  under the terms of the Security  Agreement,
the release of any part of the Collateral from the liens respectively created by
the Loan Documents,  (ii) the  termination,  cancellation or release of any Loan
Documents,  (iii) the decrease in the interest  rate(s)  borne by the  Advances,
other than decreases in the interest  rate(s) borne by the Advances by virtue of
any decreases or changes in the LIBOR as expressly contemplated herein, (iv) any
reduction in the amount of the  installments  of principal due under this Credit
Agreement or the Notes or in the  aggregate  principal  amount of principal  due
thereunder,  (v) any extension of the  Termination  Date or the due dates of any
installments  of principal  of and/or  accrued  interest on the Notes,  (vi) any
change  in the  definition  of the term  Requisite  Banks or any of the  various
advance  sublimits,  (vii) any  change in the amount or the  calculation  of the
Usage Fees or Non-Usage Fee,  (viii) any change in the computation of (including
any change in the definition of any term used in) the Warehouse  Borrowing Base,
or (ix) any  amendment  to  Sections  2.7,  2.16,  9.15 and 9.18  hereof or this
Section  9.20 or any other  section  of this  Credit  Agreement  that  expressly
requires  the consent of all of the Banks.  In addition  to the  foregoing,  and
notwithstanding anything in this Credit Agreement to the contrary, no amendment,
modification or waiver shall increase a Bank's Warehouse Line Commitment without
the prior  written  consent of the Company,  the Agent and such Bank;  provided,
however,  the consent of the other Banks shall not be required to  implement  an
increase to the Total Warehouse Line  Commitment  whether such increase shall be
on a temporary  or permanent  basis.  Further,  notwithstanding  anything to the
contrary in this Section 9.20 or  elsewhere in this Credit  Agreement,  (y) with
the approval of the Requisite Banks, the Agent may temporarily  waive or suspend
one or more of this Credit  Agreement's  eligibility  requirements or conditions
for a particular grouping of Loans to qualify as Eligible Collateral where their
failure  to so qualify is beyond the  Company's  reasonable  control  and if the
Agent and the Requisite  Banks believe at the time of such  temporary  waiver or
suspension that the factors which apparently caused such  disqualification  will
be eliminated in a reasonably  short time, and (z) in addition to the provisions
of the foregoing  subclause (y) Agent may, in its sole discretion,  warehouse or
continue to warehouse Loans  ("Discretionary  Loans") which would otherwise fail
to qualify as Eligible  Collateral or waive or temporarily  suspend or delay any
obligation of the Company hereunder in connection with such Discretionary Loans,
including,  without  limitation,  suspension of any mandatory  prepayment due in
connection  with such  Discretionary  Loans,  so long as the aggregate  Advances
outstanding  at any one time against such  Discretionary  Loans shall not exceed
Five Million Dollars  ($5,000,000.00).  Each Loan which the Agent  warehouses or
continues to warehouse as a particular type of Loan pursuant to subclause (y) or
(z) above,  shall, for the entire time such Loan is warehoused  pursuant to such
subclause,  be treated as such  particular  type of Loan for all purposes  under
this Credit Agreement and each of the other Loan Documents."

      12. The  Existing  Credit  Agreement  is hereby  amended by  amending  and
restating  Exhibits A, B, C-1,  C-2,  C-3, C-4, C-5, E, J-1 and J-2 and Schedule
6.1 thereof to read in their  entirety as set forth on Exhibits A, B, C-1,  C-2,
C-3, C-4, C-5, E, J-1 and J-2 and Schedule 6.1 attached to this Ninth  Amendment
and made a part hereof by this reference.


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<PAGE>

      13. The  Company  represents  and  warrants  that no Event of Default  has
occurred to date under the Existing Credit  Agreement or any other Loan Document
and that no Unmatured  Event of Default  currently  exists under any of the Loan
Documents.

      14. This Ninth Amendment may be executed in one or more counterparts, each
of which shall  constitute an original and all of the same shall  constitute one
and the same instrument.

      15. This Ninth  Amendment shall be effective as of the date of delivery to
the Agent of each of the  following:  (i) this Ninth  Amendment  and each of the
other agreements and instruments referred to herein or related hereto, each duly
executed  by each of the parties  thereto,  (ii) the  Warehouse  Notes and Swing
Note, each as redefined herein,  each duly executed by United and Vision,  (iii)
an Amended and Restated Intercreditor  Agreement duly signed by the Company, the
Agent,  Credit  Suisse First  Boston  Mortgage  Capital,  LLC and Austin Bank of
Chicago, (iv) an amended and restated fee letter, an updated covenant compliance
certificate,  updated disclosures,  updated insurance certificates,  updated UCC
search results and authorizing resolution, and updated authorized signer letters
from each of United  and  Vision,  and (v) all such  other  security  documents,
opinions,  instruments  and  certificates  as may be  required  by  Agent or its
counsel in order to consummate the transactions contemplated herein.

      16. This Ninth  Amendment  and the  related  writings  and the  respective
rights and  obligations  of the parties  shall be governed by, and construed and
enforced in accordance with, the laws of the Commonwealth of Kentucky.

      17. This Ninth  Amendment  shall be binding  upon,  and shall inure to the
benefit of, the Company, the Banks and the Agent and their respective successors
and assigns.

      18.  This  Ninth  Amendment  and the  agreements,  instruments  and  other
documents  referred to herein,  constitute  the entire  agreement of the parties
with  respect to, and  supersede  all prior  understandings  of the parties with
respect to the  subject  matter  hereof.  No change,  modification,  addition or
termination  of this  Ninth  Amendment  shall be  enforceable  unless in writing
signed by the party against whom enforcement is sought.

      19. Each of United and Vision  hereby  makes,  declares,  ratifies  and/or
reaffirms,  as applicable,  all of the representations,  warranties,  covenants,
agreements and obligations  set forth in the Existing Credit  Agreement and each
of the other Loan Documents, as amended and modified hereby, as each of the same
apply to United and Vision  individually  or  collectively  as the  Company  (as
redefined herein), as applicable.

      20.  Notwithstanding  anything to the contrary  contained herein or in the
Security  Agreement or other Loan  Documents,  the term "Company" as used in the
Security  Agreement and each of the other Loan Documents  shall have the meaning
given to it in this Ninth  Amendment  and shall mean  United and Vision as joint
and several  co-borrowers  and co-debtors,  as applicable.  Without limiting the
generality of the foregoing, United and Vision expressly covenant and agree that
pursuant to the amendments provided for in this Ninth Amendment, (i) the pledge,
assignment,  transfer  and grant of security  interest set forth in the Security
Agreement is made by both United and Vision and (ii) the Collateral described in
the Security  Agreement  shall  include all of the right,  title and interest of
United and Vision in the property described therein.  Further, United and Vision
do hereby  authorize the Agent, on behalf of the Banks, to, at any time and from
time to time, file in any one or more  jurisdictions  financing  statements that
describe  the  Collateral  (as such term shall apply to United and Vision as the
collectively redefined "Company" herein),  together with continuation statements
thereof and amendments thereto, without the signature of either United or Vision
and which contain any information  required by the Kentucky  Uniform  Commercial
Code or the Uniform Commercial Code, as revised, applicable to such jurisdiction
for the  sufficiency  or filing office  acceptance of any financing  statements,
continuation statements or amendments.


                                       7
<PAGE>

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                                       8
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to
Amended and Restated  Warehousing Credit Agreement to be duly executed as of the
day and year first above written.


                                       UNITED FINANCIAL MORTGAGE CORP.


                                       By: _____________________________________

                                       Title: __________________________________



                                       VISION MORTGAGE GROUP, INC.


                                       By: _____________________________________

                                       Title: __________________________________


                                       (collectively, the "Company")


                                       NATIONAL CITY BANK OF KENTUCKY


                                       By: _____________________________________

                                       Title: __________________________________



                                       BANK ONE, NA


                                       By: _____________________________________

                                       Title: __________________________________



                                       COMERICA BANK


                                       By: _____________________________________

                                       Title: __________________________________


                                       9
<PAGE>

                                       COLONIAL BANK, N.A.


                                       By: _____________________________________

                                       Title: __________________________________




                                       HSBC BANK USA


                                       By: _____________________________________

                                       Title: __________________________________


                                       (collectively, the "Banks")




                                       NATIONAL CITY BANK OF KENTUCKY


                                       By: _____________________________________

                                       Title: __________________________________

                                       (the "Agent")


                                       10